The Annual Meeting, having reviewed the report of the Board of Directors and the information memorandum approved by the Autorité des Marchés Financiers, resolves, in accordance with section L. 225-209 et seq. of the Commercial Code, to authorise the Board of Directors to buy back BNP Paribas SA shares representing up to 10% of the Bank's issued capital, i.e. a maximum of 88,521,920 shares as of 25 January 2005.
These shares may be acquired for the following purposes:
- for subsequent cancellation, on a basis to be determined by the shareholders in Extraordinary Meeting;
- to fulfil the Bank's obligations relative to the issue of shares or share equivalents, stock option plans, the allotment of bonus shares to employees, directors or corporate officers, and the allocation or sale of shares to employees in connection with the employee profit-sharing scheme, employee share ownership plans or corporate savings plans;
- to be held in treasury stock for subsequent remittance in exchange or payment for external growth transactions;
- to stabilise the share price;
- to take advantage of market opportunities.
The shares may be purchased, sold or transferred at any time, subject to the applicable regulations, and by any appropriate method, including in the form of block sales or by means of derivative instruments traded on a regulated market or over-the-counter.
The price at which shares may be acquired under this authorisation may not exceed EUR 75 per share, representing a maximum purchase price of EUR 6,639,144,000, based on the Bank's issued capital as of 25 January 2005.
These prices may be adjusted following any transactions that have the effect of altering the Bank's issued capital.
The Annual Meeting gives full powers to the Board of Directors and, by delegation, to any person duly authorised by the Board, to sign any documents and carry out any and all formalities, including amending the Articles of Association, and to take any and all other action required to use this authorisation.
This authorisation is given for a period of eighteen months.
The Board of Directors will be required to report to shareholders at each Annual Meeting on the share buybacks, transfers, sales and cancellations carried out under this authorisation.
Presentation of the resolution
In the fifth resolution, after reviewing the Information Memorandum approved by the Autorité des Marchés Financiers, the Board of Directors is seeking an 18-month authorisation to carry out a share buyback programme. In accordance with the law, the number of shares acquired under the programme would not exceed 10% of the Bank's capital.
The shares would be acquired for several purposes, as follows:
- for allocation or sale to employees under the profit-sharing scheme, employee share ownership plans, corporate savings plans, or stock option plans, as well as for the allotment of free shares to employees with the aim of enhancing their motivation by allowing them to share in the value created by the Bank and have an interest in its sustainable development;
- for cancellation, subject to authorisation by the shareholders (see the sixteenth resolution of the Extraodinary General Meeting below);
[This authorisation is therefore necessary to implement the share buybacks which BNP Paribas intends to carry out in order to neutralise the impact of employee share issues].
- for sale or exchange in connection with external growth operations;
to stabilise the share price, as allowed under resolutions voted each year by shareholders since the 26 May 1994 AGM, as well as to buy and sell shares on the open market depending on market conditions.
The shares could be purchased and sold by any appropriate method, including in the form of block sales or by means of derivatives.
The maximum purchase price is set at EUR 75, the same as that authorised by the AGM of 28 May 2004.
The Board of Directors will report to shareholders on the transactions carried out under this authorisation at the AGM to be held to approve the 2005 accounts, the date of which has been provisionally set at 23 May 2006.